The goal of the research proposed here is to assess effects of attention and emotion on the modulation of startle and RT probe responses as they vary temporally before, during, and after exposure to emotional prompts and as a function of physical, semantic, and attentional differences in foreground information. Past research has indicated that the startle reflex is modulated both by attention and emotion, whereas RT in a secondary probe tasks has often been used to track attentional allocation. Here, response to both startle and RT probes are assessed as they vary with attentional demands and affective context. A particular focus in this project is on temporal properties of responses probed early and late in a processing interval. Determining the time course and nature of probe response in the context of processing these affective stimuli will provide a strong empirical foundation for the subsequent use of probe methodology as a measure of attentional allocation and emotional engagement during processing of a variety of media, and will allow evaluation of competing hypotheses regarding the mechanisms underlying attentional and affective modulation of probe responses. For instance, data from the experiments proposed here will allow an assessment of questions concerning pre-attentive and unconscious processing of affective information, as well as questions concerning when and if cognition precedes emotion. The classic debate concerning stimulus appraisal and its impact on subsequent affective response can be evaluated by measuring the onset of voluntary (RT) and involuntary (reflex) probe responses that reflect affective facets of processing. Taken together, the research proposed here has broad implications for both methodological and parametric advances in the study of emotion, as well as specific ramifications for theories of motivation and attention.